Commentary & Deal Flow

Organon & Co/Organon Finance 1 LLC (ORGNON) $4.5bn equivalent (US$/EUR) 144A/Reg S notes 3-part. Via MS (B&D)/JPM/BofA/BNP/Citi/CS/DB/GS/HSBC jt books, Mizuho, WFS, Barc, RBC, Santander, SocGen as co-managers. No reg rights. NY law. SMR: at 100 if the merger is not completed by 09/30/21.

- US$2bn 1st lien sr sec notes due 2028 (7y). NC3 (MWC T+50bp) (par + 50% of coupon). Equity claw: 3y 40%. Ba2/BB (stable/stable). IPT: low 4s. Px talk: 4.125%-4.25%.

- EUR ($1bn equivalent) 1st lien sr sec notes due 2028 (7y). NC3 (MWC B+50bp) (par + 50% of coupon). Equity claw: 3y 40%. Ba2/BB (stable/stable). List Dublin. IPT: low 3s. Px talk: 3.00% area.

- U$$1.5bn sr notes due 2031 (10y). NC5 (MWC T+50bp) (par +50% of coupon). Equity claw: 3y 40%. B1/BB- (stable/stable). IPT: mid-to-high 5s. Px talk: 5.125%-5.25%.

Roadshow 04/05-07 (investor call at 11am 04/05). Books close: US$ at 5pm NYT today; EUR at 11am UKT tomorrow. Pricing tomorrow. UOP: finance the spinoff of Merck's women's Health, biosimilars, and established brands businesses, including a $9bn cash distribution to Merck and $500m cash on the B/S. The financing also includes a US$2bn term loan A and a US$3bn 7y sr sec 1st lien term loan B (split US$2bn and EUR (US$1bn equivalent)) via JPM+ (did lender call 03/24). Biz: a science-based global pharmaceutical company that develops and delivers innovative health solutions through a portfolio of prescription therapies within women’s health, biosimilars and established brands. HQ: Jersey City, NJ. (Spin-off announced 02/05/20).